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Shanghai Junshi Biosciences Co., Ltd. Proxy Solicitation & Information Statement 2020

Sep 29, 2020

50236_rns_2020-09-29_7bf24ebf-0ed8-4d15-960c-cd8b45f25f33.pdf

Proxy Solicitation & Information Statement

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==> picture [96 x 36] intentionally omitted <==

SHANGHAI JUNSHI BIOSCIENCES CO., LTD.[] 上海君實生物醫藥科技股份有限公司*

(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock code: 1877)

FORM OF PROXY FOR H SHAREHOLDERS FOR THE 2020 SECOND CLASS MEETING OF H SHAREHOLDERS TO BE HELD ON MONDAY, 16 NOVEMBER 2020

I/We, [(Note][1)] of [(Note][1)]

being the registered holder(s) ofof Shanghai Junshi Biosciences [(Note] Co., [2)] Ltd. (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING* H Shares [(Note] 3) or

of

as my/our proxy to attend and vote for me/us on my/our behalf at the 2020 second class meeting of H Shareholders (“ Class Meeting of H Shareholders ”) of the Company to be held immediately after the conclusion of the 2020 second class meeting of A shareholders of the Company (or any adjournment thereof) at 13th Floor, Building 2, Nos. 36, 58 Haiqu Road, China (Shanghai) Pilot Free Trade Zone, Shanghai, the People’s Republic of China on Monday, 16 November 2020 for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Class Meeting of H Shareholders as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the Class Meeting of H Shareholders and/or at any adjournment thereof.

SPECIAL RESOLUTIONS
FOR
(Notes 4 & 5)
AGAINST
(Notes 4 & 5)
ABSTAIN
(Notes 4 & 5)
1.
The proposal in relation to amendment of the Articles of Association and industrial
and commercial registration of the changes.
2.
The proposal in relation to the 2020 restricted A share incentive scheme of the
Company (draft) and its summary.
3.
The
proposal
in
relation
to
the
assessment
management
measures
for
the
implementation of the 2020 restricted A share incentive scheme of the Company.
4.
The proposal in relation to the authorization granted by the general meeting to the
Board of Directors to deal with matters relating to the restricted A share incentives.

Date:

Signature [(Note][6)] :

Notes:

  1. Please insert full name(s) and address(es) (as shown in the register of members) in BLOCK CAPITALS .

  2. Please insert the number of H shares of the Company registered under your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the H shares of the Company registered under your name(s).

  3. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more persons as his/her proxy(ies) to attend and vote on his/herthe Chairmanbehalf.isApreferred,proxy needstrikenot outbe athememberwords “of THE the CHAIRMAN Company but OF THE must attend MEETING the meeting” andininsertpersonthetofullrepresentname(s)theandmember.address(es)If a proxy/proxiesof the proxy (orotherproxies)than desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS THIS FORM.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK (“”) THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK (“”) THE APPROPRIATE BOXES MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK (“”) THE APPROPRIATE BOXES MARKED “ABSTAIN”. Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than that referred to in the notice convening the meeting.

  5. The resolution will be put to vote by way of poll at the meeting. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid share of which he/her is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.

  6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer, attorney or other person authorised to sign the same.

  7. To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s H Share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for holders of H Shares) not later than 24 hours before the time appointed for this Class Meeting of H Shareholders or any adjournment thereof.

  8. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either in person or by proxy, in respect of such share and be deemed solely entitled thereto; but if more than one of such joint holders be present at the meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

  9. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting in person or any adjournment thereof and, in such event, the form of proxy shall be deemed invalid.

  10. Shareholders or their proxy(ies) attending this Class Meeting of H Shareholders should produce their identification documents.

  11. Reference to times and dates in this form of proxy are to Hong Kong local times and dates.

  12. Further details of the resolutions are set put in the notice to Class Meeting of H Shareholders. Further details of the resolutions will be included in the circular to be despatched to shareholders by the Company.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal(the “ PDPO Data””), whichin thismaystatementincludehasbutthenotsamelimitedmeaningto youras name,“personalcontactdata”telephonedefined innumber,the Personalemail Dataaddress(Privacy)and mailingOrdinanceaddress.(ChapterYour supply486 of ofthePersonallaws of HongData isKong)on a voluntary basis for the purpose of receiving Corporate Communications in the manner chosen. Your Personal Data will be retained for such period as may be necessary for our verification and record purposes.

You have the right to request access to and/or correction of the respective Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of the Personal Data should be in writing by either of the following means:

By mail to: Privacy Compliance Officer

  • Tricor Investor Services Limited

Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong

By email to: [email protected]

  • For identification purposes only.